Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On August 11, 2022, Republic First Bancorp, Inc. (the "Company") received notice
from The NASDAQ Stock Market ("Nasdaq") that, because the Company has not yet
filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2022 with the Securities and Exchange Commission (the "Commission"), the Company
does not comply with the continued listing requirements under Nasdaq Listing
Rule 5250(c)(1), which requires Nasdaq-listed companies to timely file all
periodic reports with the Commission.
As reported by the Company in its Notification of Late Filing on Form 12b-25,
filed with the Commission on August 16, 2022, and in Current Reports on
Form 8-K, filed with the Commission on April 1, 2022 and May 10, 2022, the Audit
Committee of the Company's board of directors (the "Audit Committee") has
engaged Wilmer Cutler Pickering Hale and Dorr LLP ("WCPHD") to advise it and
conduct an independent review concerning related party transactions, certain of
the Company's controls, and any associated financial statement and disclosure
implications. The review by WCPHD is complete, and its findings are currently
being evaluated by the Company's Audit Committee and management and by the
Company's independent registered public accounting firm in connection with the
audit of the Company's financial statements as of and for the year ended
December 31, 2021. As a result, the Company has not yet filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 (the "10-K") or its
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022
and June 30, 2022 (together, the "10-Qs"), and does not expect to file the 10-K
or the 10-Qs until the evaluation of the findings of WCPHD is completed.
This notice from Nasdaq has no immediate effect on the listing of the Company's
common stock on the Nasdaq Global Market. As provided in the most recent letter
from Nasdaq dated August 11, 2022, the Company has until September 27, 2022, 180
calendar days from the 10-K's due date to regain compliance.
The Company intends to submit the 10-K and the 10-Qs as soon as practicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated August 16, 2022 issued by Republic First
Bancorp, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses